Exhibit 10.41(a)
                                                                     
                             SECOND AMENDMENT TO THE
                           UCAR CARBON RETIREMENT PLAN
                           ---------------------------



          The UCAR Carbon  Retirement  Plan (As Amended and  Restated  Effective

January 1, 1994) (the "Plan") is amended as follows:



          1. Effective January 1, 1995,  Schedule 1.14 of the Plan is amended to

add the "UCAR International Inc. Bonus II Plan" thereto.

          2. Effective January 1, 1996,  Schedule 1.14 of the Plan is amended in

its entirety to read as follows:

                    "Schedule 1.14
                    --------------

                    Incentive Compensation Plans
                    ----------------------------

                    The  Incentive  Compensation  Plans  referred to in the Plan
                    shall  mean the  following  plans  (and any  predecessor  or
                    successor plans thereto):

                    UCAR Carbon Company Inc. Opportunity Sharing Plan
                    UCAR International Inc. Management Incentive Plan
                    UCAR International Inc. Officers Incentive Plan
                    UCAR International Inc. Bonus II Plan"



                                             UCAR CARBON COMPANY INC.




Dated:  May 7, 1996                          By:    /s/ Peter B. Mancino 
                                                  ------------------------


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